PRICEWATERHOUSECOOPERS

PRINCIPLES & PRACTICES OF MANAGEMENT IN

INFORMATION TECHNOLOGY (PPM-IT)

KARTHIK S. KRISHNAN

MBA (IT)

DIVISION “A”

PRN NO.: 16030141016

Industry: Professional Services

Founded:

o 1854 (Coopers & Lybrand)

o 1849 (Price Waterhouse)

o 1998 (PricewaterhouseCoopers)

Headquarters: London, United Kingdom.

Revenue: US$ 35.4 Million (2015)

Area Served: Worldwide.

PricewaterhouseCoopers (PwC) is a multinational professional services network

headquartered in London, United Kingdom. It is the largest professional services firm in the

world, and is one of the Big Four auditors, along with Deloitte, EY and KPMG. Vault

Accounting 50 has ranked PwC as the most prestigious accounting firm in the world for seven

consecutive years, as well as the top firm to work for in North America for three consecutive

years.

PwC is a network of firms in 157 countries, 756 locations, with more than 208,100

people. As of 2015, 22% of the workforce worked in Asia, 26% in North America and

Caribbean and 32% in Western Europe. The company's global revenues were $35.4 billion in

FY 2015, of which $15.2 billion was generated by its Assurance practice, $8.9 billion by its

Tax practice and $11.3 billion by its Advisory practice.

The firm was formed in 1998 by a merger between Coopers & Lybrand and Price

Waterhouse. The trading name was shortened to PwC in September 2010 as part of a

rebranding.

In India, PricewaterhouseCoopers (PwC) (India) Pvt. Ltd.’s highly qualified and

experienced professionals listen to different points of view to help solve their clients business

issues and identify and maximise the opportunities they seek. PricewaterhouseCoopers’ (PwC)

industry specialisation allows them to help co-create solutions with their clients for their sector

of interest. PricewaterhouseCoopers (PwC) India provides industry-focussed Audit and

Assurance, Consulting and Tax Services to Public, Private and Government listed and unlisted

Companies. The major business functions of PricewaterhouseCoopers (PwC) (India) Pvt. Ltd.

are Accounting Advisory, Consulting, Financial Deals, Tax & Regulatory Services and

Governance, Risk & Compliance.

PRICEWATERHOUSECOOPERS (PwC) INDIA’S TEAM

Sr. No. Name Designation Function

1) Deepak Kapoor Chairman & Managing

Director

Financial Advisory &

Territorial Senior Partner

2) Shyamal Mukherjee Director Strategy, Growth & Brand

Leader.

3) Bharti Gupta-Ramola Wholetime Director Markets Leader.

4) Deepankar Sanwalka Director Advisory and Consulting.

5) Gautam Mehra Director Tax & Regulatory Services

(TRS).

6) Satyavati Berera Chief Operating Officer

(COO)

Governance, Risk,

Compliance (GRC) Services.

7) Ketan Dalal Wholetime Director Regional Managing Partner.

8) Rohit Bhasin Wholetime Director Partner Affairs.

PRICEWATERHOUSECOOPERS’ (PwC) GLOBAL TEAM

Sr. No. Name Designation Function

1) Robert E. Moritz Chairman – PwC

International Limited

Business Expansion.

2) Raymund Chao Chairman (China) Global Network Leadership.

3) Kevin Ellis Senior Partner &

Chairman (UK)

Business Recovery Services

(BRS).

4) Tim Ryan Senior Partner &

Chairman (USA)

Strategy Function and

Stakeholder Relationship.

5) Norbert Winkeljohann Senior Partner &

Chairman (Germany)

Tax Regulatory Services.

6) Miles Everson Advisor Global Advisory Leader.

7) Julie Fitzgerald Advisor Priority Service and Critical

Markets.

8) Stefan Frühauf Advisor Project and Change

Leadership.

9) Vicki Huff Eckert Advisor New Business and

Innovation.

10) Agnès Hussherr Chief Personnel

Officer (CPO)

Human Capital.

11) Colm Kelly Chief Legal Officer

(CFO)

Global Tax and Legal

Service.

12) Dana Mcilwain Chief Administrative

Officer (CAO)

Operations.

13) Carol Sawdye Chief Operating

Officer (COO)

Budget, Financial Planning

and Investment Planning.

14) Mary Waldron Chief Risk Officer

(CRO)

Risk Governance, Strategy

and Compliance.

15) Sigal Zarmi Chief Information

Officer (CIO)

IT Projects, Initiatives and

Enterprise-Wide Systems.

16) Diana Weiss Counsellor Global General Counsel.

BUSINESS FUNCTIONS OF PRICEWATERHOUSECOOPERS (PwC)

INDIA

1) ACCOUNTING ADVISORY:

PwC helps companies maximise value with the issues related to Acquisitions,

Consolidations, Debt & Equity Offerings, Hedging and Treasury and many moments of

exceptional change. With a global network of trusted advisors, PwC supports companies with

their Accounting, Financial Reporting and Valuation needs. Their practitioners combine

Accounting, Valuation and Tax expertise to help their clients preserve the value of your

business.

Transactions and events

Accounting advice for complex transactions, including M&A and corporate

restructuring.

GAAP transformation

GAAP conversion (from local GAAP to Ind AS, IFRS or US GAAP, and vice versa)

including systems and tax support.

Advice on new accounting pronouncements.

Accounting Advisory Support

Assistance and advisory in financial reporting and analysis of accounting issues.

Accounting training solutions.

Treasury and Hedge Accounting support, including related Valuations.

Accounting manuals.

Capital Markets

IPO advisory services.

Assistance in Capital Market Transactions.

2) CONSULTING: (Leader: Deepankar Sanwalka)

PwC provides Consulting in the field of IT, Finance, Licensing, Management and Strategy.

Cyber Security (Head: Sivarama Krishnan)

Security Strategy and Governance.

Security Architecture.

Threat and Vulnerability Management.

Identity and Access Management.

Risk and Compliance.

Security Implementation.

Incident Management.

Digital Services (Head: Arnab Basu)

Social Enterprise and Co-creation.

Enterprise Mobility.

Big Data Analytics.

Cloud Computing.

Financial Risk Management (Head: Hemant Jhajhria)

Derivatives and Structured products valuation and review.

Quantitative Advisory and Analytics.

Model Development and Advisory.

Commodity Risk Management.

Currency and Interest Rate Risk Management.

Risk Appetite and Liquidity.

Financial Supply Chain.

Integrated Treasury setup and Handholding.

Governance, Risk and Regulations.

Licensing Management and Contract Compliance (Head: Sudhir Singh Dungarpur)

Software Licensing compliance.

Royalty and Licensing management.

Channel (reseller and supplier) reviews.

Management & Operations Consulting (Head: Neel Ratan)

Operations Architecture Design and Implementation.

Procurement Excellence.

Planning Excellence.

Manufacturing Excellence.

Supply Chain and Logistics Excellence.

Sales and Marketing Excellence.

Transformation Programmes.

Sustainability (Head: Sudhir Singh Dungarpur)

Sustainability and Climate Change Advisory.

Sustainable Supply Chains and Responsible Investment.

Corporate Social Responsibility Advisory.

Technology Management (Head: Arnab Basu)

Infrastructure and PPM.

Information Management.

Application Technology.

Oracle Application

Enterprise Resource Planning (ERP) using SAP

Technology Consulting using Microsoft

3) FINANCIAL DEALS: (Leader: N.V.Sivakumar)

PwC’s Financial Deal team helps companies make Acquisitions, Investments, Divestitures,

Joint Ventures, Spin-Offs and Strategic Alliances. In addition, the team provides advice to

Corporates for raising new finance or improving the efficiency of funding on their balance

sheets. In each case PwC have the same overriding objective: to ensure clients maximise the

return on their deal.

With more than 175 dedicated specialists in PwC’s Indian deals business, they bring a

unique combination of Financial, Commercial and Operational insight to every deal. PwC’s

dedicated industry specialists across these disciplines deliver unparalleled knowledge to their

clients as PwC navigates the deal process with their clients.

Business Restructuring Services (Head: Munesh Khanna)

Debt and Capital Financing Options, Stressed Asset Advisory and Creditor Advisory

Business Restructuring, Debt Restructuring and Turnaround Strategies.

Working Capital and Cash Management.

Corporate Finance and Investment Banking (Head: Munesh Khanna)

Divestment of Business.

Acquisitions.

Capital Raisings.

Deals Strategy (Head: Sankalpa Bhattacharjya)

Industry Assessment.

Target Screening/Profiling.

Outside-in Commercial/Strategic Due Diligence.

Commercial/Strategic Due Diligence.

Market Assessment/Feasibility Study.

Portfolio Company Performance Enhancement.

Market assessment/feasibility study growth strategy

Market entry strategy

Target screening/profiling

JV strategy

Synergy assessment

PE view of business

Transaction Services (Head: Sanjeev Krishnan)

Buy-Side Due Diligence

Delivering Deal Value

Sale and Purchase Agreement Advisory

Vendor Assistance and Vendor Due Diligence

Valuation Services (Head: Rajan Wadhawan)

Business or equity valuation, swap ratios, fixed asset valuations (in the context of

transactions and restructurings)

Portfolio valuation for private equity funds

Purchase price allocations for the fair value of assets (tangible/intangible) and

liabilities that have been acquired consequent to a transaction

Valuations of intangible assets (brands, technology, contracts, human resources, etc.)

to assist in fund-raising, financial reporting purposes or internal strategic decision

making

Valuations relating to specific products (ESOPs) or industries (movie library, etc.)

Valuation for regulatory purposes (RBI, tax)

Audit support work: Impairment testing/purchase price allocation reviews

Valuations for dispute resolution/court/company law board matters

Strategy related work, such as development/review of business plans, entry/exist

strategies, etc.

4) TAX AND REGULATORY SERVICES: (Leader: Gautam Mehra)

PwC assists businesses, organisations and individuals with tax strategy, planning and

compliance, whilst also delivering a wide range of business advisory services.

As India’s leading tax firm with its partners among the world’s most prominent tax

advisors, according to International Tax Review, the practice in India helps enterprises

formulate effective strategies to optimise taxes, implement innovative tax planning and

effectively manage compliance.

PwC’s Indian operations are integrated with their global network and leverage on the

expertise of over 30,000 tax professionals across 140 countries.

Direct Tax (Head: Rahul Garg)

Entry strategy from a tax and regulatory perspective.

Choice of an appropriate form of entity to set up Indian Business Activities.

Assistance in entity set up, Registrations with the Tax Authorities, etc.

Conceptualising Income Tax Positions and implementing the same.

Help resolve uncertain Tax Positions.

Optimum use of Corporate Tax Incentives in proposed Business Activities.

Strategies for profit and Dividend Repatriation.

Impact analysis of recent developments like BEPS, GAAR, PoEM, ICDS, etc.

Advising on withholding Tax Obligations on payments.

Obtaining no-Objection Certificates.

Assisting in filing various Tax Returns and making adequate Disclosures.

Representation before the Income Tax and withholding Tax Authorities.

Providing Corporate Tax Litigation Assistance, including Representation Services.

Obtaining Advance Rulings and Opinion from Senior Counsels.

Tax Diagnostic Reviews.

Enhancing ERP Systems to meet Tax Management requirements.

Indirect Tax (Head: Pratik Jain)

Assisted Central Board of Excise & Customs (CBEC) with the design of the

operational aspects of GST.

Strategic Consultants to Goods and Service Tax Network (GSTN).

Part of Core ‘Partner group’ committee being formed by SAP for GST Transition.

Representation to Government on behalf of several associations.

Assistance to several companies across various sectors in relation to transition to

GST.

Mergers & Acquisitions (Head: Hiten Kotak)

Mergers

Demergers

Acquisitions

Divestitures

Joint Ventures

Corporate Restructuring

Family Arrangements.

Regulatory Services (Head: Akash Gupt)

Regulatory Structuring Services.

Regulatory Relationships & Advocacy, Approvals, Clarifications; etc.

Regulatory Investigations.

Regulatory Risk and Public Policy Support.

Regulatory Interpretation & Compliance.

Capital Markets/ Fund Raising Projects.

Tax Controversy & Dispute Resolution (Head: Gautam Mehra)

Drafting Factual and Legal Submissions for Income Tax appeal before the appellate

Authorities.

Effectively complying with Appellate Requirements and Procedures.

Corporate

Tax

Advisory

Tax

Complian

ce

Preparing the case and representing it before the Appellate Authorities.

Exploring and using Alternative Tax dispute resolution avenues.

Preparing Advance Ruling Application and representing before the Authority for

Advance Rulings (AAR) for settling a tax position involving Non-Resident.

Drafting and presenting applications to the competent authority for MAP under tax

treaties (DTAA).

Reviewing pending litigation and other uncertain tax positions, to comment on

adequacy of defence, probability of success and prevention of recurrence.

In-house service of the expert counsel with experience in representation before

Appellate Authorities including Tax Tribunal.

Assisting the legal counsel in preparing or representing for appeals, writ petition and

special leave petition before Indian Apex Court (Supreme Court) and Court subordinate

to it (High Court).

Transfer Pricing (Head: Gautam Mehra)

Develop transfer pricing documentation and defence files, coordinated across all

territories and harmonised with Indian Customs regulations.

Transform the value chain to achieve sustainable financial and operational benefits,

supply chain efficiencies and align Operational, Tax and Legal Structures.

Develop better understanding of your transfer pricing risks, and implement consistent

and defensible practices when controversies do arise.

Develop strategies at both the global as well as local levels and guide you through the

process of requesting APAs to help ensure successful outcomes.

Assistance in setting up a governance framework for determining arm’s length pricing

consisting of related party contracts as per the Companies Act 2013/Clause 49 of the

SEBI listing guidelines.

5) GOVERNANCE, RISK & COMPLIANCE: (Leader: Sivarama Krishnan)

PwC’s insightful and independent advisory services provide an invaluable safeguard

in today's complex operating environment. PwC works with their Clients in their boardrooms

and back offices, delivering business control to help protect and strengthen every aspect of

their business from people to performance, systems to strategy, business plans to business

resilience.

PricewaterhouseCoopers draws on their extensive experience, to rigorously evaluate

their Client’s governance procedures, processes, information and controls and, where

necessary, recommend the best way to enhance them.

Internal Audit (Head: Neeraj Gupta)

Outsourcing.

Strategic Sourcing.

Responsible Supply Chain Sourcing.

Secondment (Staff Augmentation).

Quality Assurance Reviews (QAR+).

Training (IA Skills, Risk Assessment, CAAT Tools, Soft Skills).

Business Control Advisory (Head: Sanjay Dhawan)

Assisting Corporates to document and evaluate Internal Controls.

Performing Key Controls Testing.

Internal Audit Sourcing

System

Internal Audit Advisory

System

Providing assistance in developing an Internal Control Framework.

Providing assistance in developing a Risk Management Framework.

Training Personnel on COSO, Methods of Documenting Controls, etc.

Project Management.

Business Resilience (Head: Siddharth Vishwanath)

Enterprise-Wide Risk Assessments.

Risk Remediation.

Developing Risk and Control Framework Assessment.

Governance and Compliance: Ensuring BCM meets best practice as well as regulatory

standards.

Crisis Management.

Business Continuity Strategy.

Business Recovery Procedures.

Awareness, Training and Testing.

Contract review and administration

Vendor-related risk assessment

Service delivery management

Contract compliance

Privacy and security

Service-level reviews and payment assurance

Project Advisory

Project Audits

Project Monitoring

Programme Management Office (PMO) Setup.

Information Technology Risk Management (Head: Sivarama Krishnan)

Define and Communicate the IT Strategy.

Align the Architecture.

Ensure Governance and manage reporting.

Design security

Manage security controls

Assure information

Authentication

Authorisation

User management and provisioning

Identity storage and data integration

Intrusion monitoring

Malicious program detection

Security information management

Threat management

Vulnerability management

Incident response

ERP Business Process Controls Review

ERP roles Redesign, Segregation of Duties (SOD) and Access Controls Review

ERP effectiveness and Data Quality Assessment.

Enterprise Risk

Management

Busines

s

Continu

ity

Manage

ment

Contract and third-party

risk management

Capital Project Risk and

Assurance

Security Strategy and

Governance

Infra, Network and

Application Risk

Management

Identity and Access

Management

Threat and Vulnerability

Management

ERP Controls

Advisory

SAP GRC Suite.

Legal, Contract and Regulatory Risk Services (Head: Harpreet Singh)

Framework Design and Automation.

Compliance Risk Assessment, Review and Audit.

Outsourcing, Monitoring and Training Support.

Legal Updates.

Companies Act 2013: Diagnostic and Transition Support.

Due Diligence and Audit Support.

Secretarial Support and Outsourcing.

Global compliance framework: Design and review across countries.

Corporate and Tax Compliance and Filling Support.

Employment law, Visa and Immigration Compliance including I-9 and LCA audit

IT and Data Privacy laws.

Setting up Contract Governance Framework and Process.

Contract Lifecycle Automation including Compilation, Abstraction, etc.

Contract Administration and Obligation Management.

Virtual Counsel Services.

BFSI.

Pharmaceuticals

Telecom/ITES/Media.

Power.

Aviation.

Compliance Review and

Management Services

Companies Act 2013 and

Secretarial Support Services

International

Compliance

Services

Contract

Management

Regulatory and Sector-

Specific Support

WORKING RELATIONSHIP OF PREICEWATERHOUSECOOPERS

(PwC) WITH PRICEWATERHOUSECOOPERS (PwC) INDIA

Although PwC India, a subsidiary might be wholly-owned, the subsidiary is a separate

and distinct legal entity from the parent company. But what does this actually mean? Parent

companies and directors of wholly-owned subsidiaries need to keep in mind the following:

It is the role of the subsidiary’s directors, and not the parent company, to manage the affairs

of a wholly-owned subsidiary. However, the parent entity (as the sole shareholder of a wholly-

owned subsidiary) has the power to elect and remove the subsidiary’s board of directors; in

making decisions affecting the subsidiary, the directors of the subsidiary are obliged to act in

the best interests of the subsidiary - even where those interests conflict with those of the parent

company or the broader corporate group. The obligation owed by a director of a wholly-owned

subsidiary to act in the best interests of the subsidiary company takes precedence over the

obligation of that director to act in the best interests of the parent company; the directors of a

subsidiary are subject to the statutory and regulatory duties under applicable local laws. This

means they should be prudent in carrying out their responsibilities as a director and not regard

their role as merely a nominal position. The statutory obligations of the subsidiary should be

well understood by both the subsidiary’s directors and the parent company; and any governance

practices for the subsidiary need to be consistent with the purpose for which the subsidiary was

established. The risk profile of a subsidiary with its own operating assets and employees is very

different (and much higher) to that of a subsidiary that is only a holding company.

1. Subsidiary Board Composition: The subsidiaries do have separate boards, but various

factors influence the need for the formation of a subsidiary board and its composition,

including having common directors between the parent and subsidiary companies.

2. Time Spent by the Parent Board on Oversight of Subsidiaries: Although parent

company boards view the company as one organisation and do not differentiate

decision-making based on a legal subsidiary structure, factors such as the group

management philosophy, the size and holding structure (including listing on exchanges)

of subsidiaries determine the time spent by the parent board on their oversight.

3. Approval Levels and Decision-Making: Approval levels and decision-making

follows the group level policies and guidelines and require approval of transactions at

the parent board level if these transactions are significant enough.

4. Domestic vs. Overseas Subsidiary Governance: Governance of an overseas

subsidiary is different than that of a domestic subsidiary, because of differences in legal

environment, tax regimes and cultures. Some boards often tend to view the company as

one organisation, even while recognising the differentiators.

5. Policies and Procedures: Generally, Corporate Governance related policies and

procedures are developed centrally by organisations and are required to be implemented

in all parts of the organisation without regard to the legal subsidiary structure. Larger

and more international groups tend to have uniform implementation of key policies,

such as whistle blower policy, across the entire group irrespective of the size and

location of subsidiaries.